U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: _______________________
_______________________________________________________________________________
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: CinemaStar Luxury Theaters, Inc.
Former Name if Applicable
431 College Boulevard
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Address of Principal Executive Office (STREET AND NUMBER)
Oceanside, California 92057-5435
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City, State and Zip Code
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PART II--RULES 12B-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (CHECK BOX IF APPROPRIATE)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transaction report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III-- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period:
The Registrant could not file Form 10-KSB for the year ended March 31,
1997 within the prescribed time period because the Registrant's independent
certified public accountants have not yet completed their audit of the
consolidated financial statements of the Registrant for the year ended March 31,
1997 because of delays in receiving evidential matter to support the financial
statements due to the Registrant signing a letter of intent to obtain new equity
financing, which has diverted management's attention and thus management has not
been able to provide the auditors the necessary information to complete the
audit procedures which they consider necessary under the circumstances.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Robert M. Steinberg (310) 785-5322
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Exhibit B attached hereto and incorporated herein by this reference
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CinemaStar Luxury Theaters, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 30, 1997 By \s\ Jon Meloan
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Jon Meloan, Vice President, Secretary
and General Counsel
EXHIBIT A
Statement of BDO Seidman, LLP Required by Rule 12b-25(c)
See attached letter, dated June 27, 1997.
June 27, 1997
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of CinemaStar Luxury Theaters, Inc. (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that it is unable to timely file, without unreasonable effort or expense,
its Annual Report on Form 10-KSB for the year ended March 31, 1997 because our
Firm has not yet provided our report on our audit of the consolidated financial
statements of the Registrant for the year ended March 31, 1997 and is therefore
unable to furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's consolidated
financial statements and furnish the required opinion for a timely filing
because of delays in receiving evidential matter to support the financial
statements due to the Registrant signing a letter of intent to obtain new equity
financing, which has diverted management's attention and thus management has not
been able to provide the auditors the necessary information to complete the
audit procedures which we consider necessary under the circumstances.
Very truly yours,
/s/ BDO SEIDMAN, LLP
EXHIBIT B
Information Required Under Part IV, Section 3
The Registrant's consolidated financial statements for the year ended March 31,
1997 are expected to reflect significant changes from the consolidated financial
statements for the year ended March 31, 1996 as follows:
a) Revenues for the year ended March 31, 1997 increased to approximately
$19,600,000 from $11,524,740 for the year ended March 31, 1996. This
increase is primarily the result of the Registrant opening two new
theater locations during the year ended March 31, 1997 and opening one
new theater location during the last week of the year ended March 31,
1996.
b) The net loss for the year ended March 31, 1997 increased to
approximately $4,300,000 or approximately $.61 per common share from
$638,585 or $.10 per common share, for the year ended March 31, 1996.
This increase can be attributed to both the cost associated with the
opening and operation of the Registrant's new theater locations and
$2,047,997 of non-cash interest expense during the year ended
March 31, 1997 related to Regulation S convertible debentures issued
at a discount to market. The Registrant plans to restate the 10-QSB's
previously filed for the quarters ended June 30, 1996,
September 30, 1996 and December 31, 1996 to reflect the non-cash
interest expense related to the convertible debentures.